Exceptions to Owners’ Basket Sample Clauses

Exceptions to Owners’ Basket. The Owners’ Basket shall not apply to breaches of the following representations and warranties contained in the Local Purchase Agreement’s Sections or subsections with the following titles: Authority, Enforceability, Noncontravention, Title to Assets, Accounts Receivable, Inventory, Taxes, Environmental, and Benefit Plans. Notwithstanding anything to the contrary herein or in any Local Purchase Agreement, the Owners’ Basket shall not apply to any non-performance or non-payment of: (a) any covenant of an Owner to make a payment as required hereunder, (b) any covenant in which an Owner willfully does not perform, and (c) any brokerage fees owed by an Owner. Notwithstanding anything to the contrary contained herein or in any Local Purchase Agreement, the Owners’ Basket shall not apply to the indemnification obligations in Sections 1.06(a)(iv) or (v) above.
Sample 1
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Exceptions to Owners’ Basket. The Owners' Basket shall not apply to breaches of the following representations and warranties contained in the Local Purchase Agreements: Authority, Enforceability, Noncontravention, Title to Assets, Accounts Receivable, Inventory, Taxes, Environmental, and Benefit Plans. Notwithstanding anything to the contrary herein or in any Local Purchase Agreement, the Owners' Basket shall not apply to any non-performance or non-payment of. (a) any covenant of an Owner to make a payment as required hereunder, (b) any covenant in which an Owner willfully does not perform, and (c) any brokerage fees owed by an Owner.
Sample 1

Related to Exceptions to Owners’ Basket

  • Conditions to Completion In addition to the conditions to completion of the Consolidation set forth in the Memorandum, the obligations of Operating Partnership to consummate the transactions contemplated by this Agreement shall be subject to fulfillment (or waiver by Operating Partnership) at or prior to the Closing of the following conditions:

  • Buyer’s Conditions The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction at or prior to the Closing of the following conditions:

  • Seller’s Conditions The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to the Closing of the following conditions:

  • General Conditions (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

  • Vendor’s Conditions The obligations of the Vendors to complete the transactions contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Vendor and may be waived by the Vendor in whole or in part);

  • Working Conditions The Company will provide the Executive with a private office and secretarial services.

  • STORAGE TANKS AND SUMPS 3.1 Is any above or below ground storage of gasoline, diesel, petroleum, or other Hazardous Materials in tanks or sumps proposed in, on or about the Premises? Existing Tenants should describe any such actual or proposed activities. Yes [ ] No [ ] If yes, please explain:

  • Title to and Condition of Personal Property The Company has merchantable title to all personal property reflected in the April 1997 Balance Sheet or acquired subsequent to the date of the April 1997 Balance Sheet, free and clear of all liens or encumbrances, except as disclosed in Schedule 3.15 hereto. No representation or warranty as to the condition of any such personal property is made in this Agreement. The Company owns or has the right to use all such properties necessary to the conduct of its business as currently conducted.

  • Condition of Personal Property All tangible personal property, equipment, fixtures and inventories included within the assets of the Company are in good, merchantable or in reasonably repairable condition and are suitable for the purposes for which they are used. No value in excess of applicable reserves has been given to any inventory with respect to obsolete or discontinued products. To the best of the Company's knowledge, all of the inventories and equipment, including equipment leased to others, are well maintained and in good operating condition.

  • PROCEDURES SPECIFIC TO CUSTOM BASKETS The Fund has developed custom creation, redemption and other non-typical baskets (the “Custom Baskets”). Custom Baskets are intended to allow the Participant to transact in a Fund and other non-standard baskets using the Custom Basket process. The Custom Basket process allows for cash-in-lieu for certain securities as well as non-typical baskets and continues to settle through the standard CNS process at NSCC. It is the responsibility of the Participant to apply to the NSCC by contacting DTCC Participant Services at 000-000-0000 and the Transfer Agent at 000-000-0000 to allow them to receive Custom Baskets as well as the regular daily standard baskets (the “Standard Baskets”). To ensure proper tracking of a Fund to its benchmark index the following guidelines must be followed when transacting Custom Baskets:

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